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W0-690MBF0U7 

PAID-UP 1-287845-010 

OIL & GAS LEASE Lease No 

06/09 - WV 

This Lease, made this 19 day of September, 2009, by and between Betty Ann Strosnider, a widow, whose address is 4623 Martin Dr. 
North Olnsted, OH 43947, hereinafter collectively called "Lessor", and CHESAPEAKE APPALACHIA, L.L.C., an Oklahoma limited liability 
company, 6100 N. Western Avenue, Oklahoma City, OK 731 18, hereinafter called "Lessee". 

WITNESSETH, that for and in consideration of the premises, and of the mutual covenants and agreements hereinafter set forth, the Lessor 
and Lessee agree as follows: 

LEASING CLAUSE. Lessor hereby leases exclusively to Lessee all the oil and gas including, but not limited to coal seam gas, coalbed 
methane gas, coalbed gas, methane gas, gob gas, occluded methane/natural gas and all associated natural gas and other hydrocarbons and non- 
hydrocarbons contained in, associated with, emitting from, or produced/originating within any formation, gob area, mine-out area, coal seam, and all 
communicating zones, and their liquid gaseous constituents, whether hydrocarbon or non-hydrocarbon, underlying the land herein leased, together 
with such exclusive rights as may be necessary or convenient for Lessee, at its election, to explore for, develop, produce, measure, and market 
production from the Leasehold, and from adjoining lands, using methods and techniques which are not restricted to current technology, including the 
right to conduct geophysical and other exploratory tests; to drill, maintain, operate, cease to operate, plug, abandon, and remove wells; to use or 
install roads, electric power and telephone facilities, and to construct pipelines with appurtenant facilities, including data acquisition, compression 
and collection facilities for use in the production and transportation of products from the Leasehold or from neighboring lands across the Leasehold, 
to use oil, gas, and non-domestic water sources, free of cost, to store gas of any kind underground, regardless of the source thereof, including the 
injecting of gas therein and removing the same therefrom; to protect stored gas; to operate, maintain, repair, and remove material and equipment. 

DESCRIPTION. The Leasehold is located in the District of Franklin, in the County of Marshall, in the State of West Virginia, and 
described as follows: 

Property Tax Parcel Identification Number: 17-5 

and is bounded formerly or currently as follows: 

On the North by lands of Eli and Fannie Mae Wengerd; 

On the East by lands of Eli and Fannie Mae Wengerd ; 

On the South by lands of Robert and Nancy McCardle; 

On the West by lands of William B. Klug; 
including lands acquired from The Last Will and Testament of Griffle Wilson a/k/a S. G. Wilson by virtue of deed dated October 10, 1930, and 
recorded in Will Book 8 page 128, and described for the purposes of this agreement as containing a total of 77.0 Leasehold acres, whether actually 
more or less, and including contiguous lands owned by Lessor. This Lease also covers and includes, in addition to that above described, all land, if 
any, contiguous or adjacent to or adjoining the land above described and (a) owned or claimed by Lessor, by limitation, prescription, possession, 
reversion or unrecorded instrument or (b) as to which Lessor has a preference right of acquisition. Lessor agrees to execute any supplemental 
instrument requested by Lessee for a more complete or accurate description of said land. 

LEASE TERM. This Lease shall remain in force for a primary term of seven (7) years from 12:00 A.M. September 19, 2009 (effective 
date) to 1 1:59 P.M. September 19, 2016 (last day of primary term) and shall continue beyond the primary term as to the entirety of the Leasehold if 
any of the following is satisfied: (i) operations are conducted on the Leasehold or lands pooled/unitized therewith in search of oil, gas, or their 
constituents, or (ii) a well deemed by Lessee to be capable of production is located on the Leasehold or lands pooled/unitized therewith, or (iii) oil or 
gas, or their constituents, are produced from the Leasehold or lands pooled/unitized therewith, or (iv) if the Leasehold or lands pooled/unitized 
therewith is used for the underground storage of gas, or for the protection of stored gas, or (v) if prescribed payments are made, or (vi) if Lessee's 
operations are delayed, postponed or interrupted as a result of any coal, stone or other mining or mining related operation under any existing and 
effective lease, permit or authorization covering such operations on the leased premises or on other lands affecting the leased premises, such delay 
will automatically extend the primary or secondary term of this oil and gas lease without additional compensation or performance by Lessee for a 
period of time equal to any such delay, postponement or interruption. 

If there is any dispute concerning the extension of this Lease beyond the primary term by reason of any of the alternative mechanisms 
specified herein, the payment to the Lessor of the prescribed payments provided below shall be conclusive evidence that the Lease has been extended 
beyond the primary term. 

EXTENSION OF PRIMARY TERM. Lessee has the option to extend the primary term of this Lease for one additional term of three (3) 
years from the expiration of the primary term of this Lease; said extension to be under the same terms and conditions as contained in this Lease. 
Lessee may exercise this option to extend this Lease if on or before the expiration date of the primary term of this Lease, Lessee pays or tenders to 
the Lessor or to the Lessor's credit an amount equal to the initial consideration given for the execution hereof. Exercise of this option is at Lessee's 
sole discretion and may be invoked by Lessee where no other alternative of the Lease Term clause extends this Lease beyond the primary term. 

NO AUTOMATIC TERMINATION OR FORFEITURE. 

(A) CONSTRUCTION OF LEASE: The language of this Lease (including, but not limited to, the Lease Term and Extension of Term 
clauses) shall never be read as language of special limitation. This Lease shall be construed against termination, forfeiture, cancellation or expiration 
and in favor of giving effect to the continuation of this Lease where the circumstances exist to maintain this Lease in effect under any of the 
alternative mechanisms set forth above. In connection therewith, (i) a well shall be deemed to be capable of production if it has the capacity to 
produce a profit over operating costs, without regard to any capital costs to drill or equip the well, or to deliver the oil or gas to market, and (ii) the 
Lessee shall be deemed to be conducting operations in search of oil or gas, or their constituents, if the Lessee is engaged in geophysical and other 
exploratory work including, but not limited to, activities to drill an initial well, to drill a new well, or to rework, stimulate, deepen, sidetrack, frac, 
plug back in the same or different formation or repair a well or equipment on the Leasehold or any lands pooled/unitized therewith (such activities 
shall include, but not be limited to, performing any preliminary or preparatory work necessary for drilling, conducting internal technical analysis to 
initiate and/or further develop a well, obtaining permits and approvals associated therewith and may include reasonable gaps in activities provided 
that there is a continuum of activities showing a good faith effort to develop a well or that the cessation or interruption of activities was beyond the 
control of Lessee, including interruptions caused by the acts of third parties over whom Lessee has no control or regulatory delays associated with 
any approval process required for conducting such activities). 

(B) LIMITATION OF FORFEITURE: This Lease shall never be subject to a civil action or proceeding to enforce a claim of termination, 
cancellation, expiration or forfeiture due to any action or inaction by the Lessee, including, but not limited to making any prescribed payments 
authorized under the terms of this Lease, unless the Lessee has received written notice of Lessor's demand and thereafter fails or refuses to satisfy or 
provide justification responding to Lessor's demand within 60 days from the receipt of such notice. If Lessee timely responds to Lessor's demand, 
but in good faith disagrees with Lessor's position and sets forth the reasons therefore, such a response shall be deemed to satisfy this provision, this 
Lease shall continue in full force and effect and no further damages (or other claims for relief) will accrue in Lessor's favor during the pendency of 
the dispute, other than claims for payments that may be due under the terms of this Lease. 

PAYMENTS TO LESSOR. In addition to the bonus paid by Lessee for the execution hereof, Lessee covenants to pay Lessor, 
proportionate to Lessor's percentage of ownership, as follows: 

(A) DELAY RENTAL: To pay Lessor as Delay Rental, after the first year, at the rate of five dollars ($5.00) per net acre per year payable 
in advance. The parties hereto agree that this is a Paid-Up Lease with no further Delay Rental and/or Delay in Marketing payments due to 
Lessor during the primary term hereof. 

(B) ROYALTY: To pay Lessor as Royalty, less all taxes, assessments, and adjustments on production from the Leasehold, as follows: 

1. OIL: To deliver to the credit of Lessor, free of cost, a Royalty of the equal one-eighth (1/8) part of all oil and any constituents 
thereof produced and marketed from the Leasehold. 

2. GAS: To pay Lessor on actual volumes of gas sold from said land, one-eighth (1/8) of the net amount realized by Lessee, 
computed at the wellhead. As used in this lease, the term "net amount realized by Lessee, computed at the wellhead" shall mean the gross proceeds 
received by Lessee from the sale of oil and gas minus post-production costs incurred by Lessee between the wellhead and the point of sale As used 
in this Lease, the term "post-production costs" shall mean all costs and expenses of (a) treating and processing oil and/or gas, and (b) separating 



liquid hydrocarr^nPffim gasAtier^rSi condensate separated at the well, and (c) transporting oil and/or gas, including but not limited to 
transportation between the wellhead and any production or treating facilities, and transportation to the point of sale, and (d) compressing gas for 
transportation and delivery purposes, and (e) metering oil and/or gas to determine the amount sold and/or the amount used by Lessee, and (f) sales 
charges, commissions and fees paid to third parties (whether or not affiliated) in connection with the sale of the gas, and (g) any and all other costs 
and expenses of any kind or nature incurred in regard to the gas, or the handling thereof, between the wellhead and the point of sale. Lessee may use 
its own pipelines and equipment to provide such treating, processing, separating, transportation, compression and metering services, or it may engage 
others to provide such services; and if Lessee uses its own pipelines and/or equipment, post-production costs shall include without limitation 
reasonable depreciation and amortization expenses relating to such facilities, together with Lessee's cost of capital and a reasonable return on its 
investment in such facilities. Prior to payment of royalty, Lessor may be required to execute a Division Order certifying Lessor's interest in 
production. Lessee may pay all taxes and fees levied upon the oil and gas as produced, including, without limitation, severance taxes and privilege 
and surveillance fees, and deduct a proportionate share of the amount so paid from any monies payable to Lessor hereunder. Lessee may withhold 
Royalty payment until such time as the total withheld exceeds fifty dollars ($50.00). 

(C) DELAY IN MARKETING: In the event that Lessee drills a well on the Leasehold or lands pooled/unitized therewith that Lessee 
deems to be capable of production, but does not market producible gas, oil, or their constituents, therefrom and there is no other basis for extending 
this Lease, Lessee shall pay after the primary term and until such time as marketing is established (or Lessee surrenders the Lease) a Delay in 
Marketing payment equal in amount and frequency to the annual Delay Rental payment, and this Lease shall remain in full force and effect to the 
same extent as payment of Royalty. 

(D) SHUT-IN: In the event that production of oil, gas, or their constituents, is interrupted and not marketed for a period of twelve (12) 
months, and there is no producing well on the Leasehold or lands pooled/unitized therewith, Lessee shall thereafter, as Royalty for constructive 
production, pay a Shut-in Royalty equal in amount and frequency to the annual Delay Rental payment until such time as production is re-established 
(or Lessee surrenders the Lease) and this Lease shall remain in full force and effect. During Shut-in, Lessee shall have the right to rework, stimulate, 
or deepen any well on the Leasehold or to drill a new well on the Leasehold in an effort to re-establish production, whether from an original 
producing formation or from a different formation. In the event that the production from the only producing well on the Leasehold is interrupted for 
a period of less than twelve (12) months, this Lease shall remain in full force and effect without payment of Royalty or Shut-in Royalty. 

(E) DAMAGES: Lessee will remove unnecessary equipment and materials and reclaim all disturbed lands at the completion of activities, 
and Lessee agrees to repair any damaged improvements to the land and pay for the loss of growing crops or marketable timber. 

(F) MANNER OF PAYMENT: Lessee shall make or tender all payments due hereunder by check, payable to Lessor, at Lessor's last 
known address, and Lessee may withhold any payment pending notification by Lessor of a change in address. Payment may be tendered by mail or 
any comparable method (e.g., Federal Express), and payment is deemed complete upon mailing or dispatch. Where the due date for any payment 
specified herein falls on a holiday, Saturday or Sunday, payment tendered (mailed or dispatched) on the next business day is timely. 

(G) CHANGE IN LAND OWNERSHIP: Lessee shall not be bound by any change in the ownership of the Leasehold until furnished with 
such documentation as Lessee may reasonably require. Pending the receipt of documentation, Lessee may elect either to continue to make or 
withhold payments as if such a change had not occurred. 

(H) TITLE: If Lessee receives evidence that Lessor does not have title to all or any part of the rights herein leased, Lessee may 
immediately withhold payments that would be otherwise due and payable hereunder to Lessor until the adverse claim is fully resolved. 

(I) LIENS: Lessee may, at its option, pay and discharge any past due taxes, mortgages, judgments, or other liens and encumbrances on or 
against any land or interest included in the Leasehold; and Lessee shall be entitled to recover from the debtor, with legal interest and costs, by 
deduction from any future payments to Lessor or by any other lawful means. 

(J) CHARACTERIZATION OF PAYMENTS: Payments set forth herein are covenants, not special limitations, regardless of the manner 
in which these payments may be invoked. Any failure on the part of the Lessee to timely or otherwise properly tender payment can never result in an 
automatic termination, expiration, cancellation, or forfeiture of this Lease. Lessor recognizes and acknowledges that oil and gas lease payments, in 
the form of rental, bonus and royalty, can vary depending on multiple factors and that this Lease is the product of good faith negotiations. Lessor 
hereby agrees that the payment terms, as set forth herein, and any bonus payments paid to Lessor constitute full consideration for the Leasehold. 
Lessor further agrees that such payment terms and bonus payments are final and that Lessor will not seek to amend or modify the lease payments, or 
seek additional consideration based upon of any differing terms which Lessee has or will negotiate with any other lessor/oil and gas owner. 

(K) PAYMENT REDUCTIONS: If Lessor owns a lesser interest in the oil or gas than the entire undivided fee simple estate, then the 
rentals (except for Delay Rental payments as set forth above), royalties and shut-in royalties hereunder shall be paid to Lessor only in the proportion 
which Lessor's interest bears to the whole and undivided fee. 

UNITIZATION AND POOLING. Lessor grants Lessee the right to pool, unitize, or combine all or parts of the Leasehold with other lands, 
whether contiguous or not contiguous, leased or unleased, whether owned by Lessee or by others, at a time before or after drilling to create drilling or 
production units either by contract right or pursuant to governmental authorization. Pooling or unitizing in one or more instances shall not exhaust 
Lessee's pooling and unitizing rights hereunder, and Lessee is granted the right to change the size, shape, and conditions of operation or payment of 
any unit created. Lessor agrees to accept and receive out of the production or the revenue realized from the production of such unit, such 
proportional share of the Royalty from each unit well as the number of Leasehold acres included in the unit bears to the total number of acres in the 
unit. Otherwise, as to any part of the unit, drilling, operations in preparation for drilling, production, or shut-in production from the unit, or payment 
of Royalty, Shut-in Royalty, Delay in Marketing payment or Delay Rental attributable to any part of the unit (including non-Leasehold land) shall 
have the same effect upon the terms of this Lease as if a well were located on, or the subject activity attributable to, the Leasehold. In the event of 
conflict or inconsistency between the Leasehold acres ascribed to the Lease and the local property tax assessment calculation of the lands covered by 
the Lease, Lessee may, at its option, rely on the latter as being determinative for the purposes of this paragraph. 

FACILITIES. Lessee shall not drill a well within 200 feet of any structure located on the Leasehold without Lessor's written consent. 
Lessor shall not erect any building or structure, or plant any trees within 200 feet of a well or within 25 feet of a pipeline without Lessee's written 
consent. Lessor shall not improve, modify, degrade, or restrict roads and facilities built by Lessee without Lessee's written consent. 

CONVERSION TO STORAGE. Lessee is hereby granted the right to convert the Leasehold or lands pooled/unitized therewith to gas 
storage. At the time of conversion, Lessee shall pay Lessor's proportionate part for the estimated recoverable gas remaining in any well drilled 
pursuant to this Lease using methods of calculating gas reserves as are generally accepted by the natural gas industry and, in the event that all wells 
on the Leasehold and/or lands pooled/unitized therewith have permanently ceased production, Lessor shall be paid a Conversion to Storage payment 
in an amount equal to Delay Rental for as long thereafter as the Leasehold or lands pooled/unitized therewith is/are used for gas storage or for 
protection of gas storage; such Conversion to Storage payment shall first become due upon the next ensuing Delay Rental anniversary date. The use 
of any part of the Leasehold or lands pooled or unitized therewith for the underground storage of gas, or for the protection of stored gas will extend 
this Lease beyond the primary term as to all rights granted by this Lease, including but not limited to production rights, regardless of whether the 
production and storage rights are owned together or separately. 

TITLE AND INTERESTS. Lessor hereby warrants generally and agrees to defend title to the Leasehold and covenants that Lessee shall 
have quiet enjoyment hereunder and shall have benefit of the doctrine of after acquired title. Should any person having title to the Leasehold fail to 
execute this Lease; the Lease shall nevertheless be binding upon all persons who do execute it as Lessor. 

LEASE DEVELOPMENT. There is no implied covenant to drill, prevent drainage, further develop or market production within the 
primary term or any extension of term of this Lease. There shall be no Leasehold forfeiture, termination, expiration or cancellation for failure to 
comply with said implied covenants. Provisions herein, including, but not limited to the prescribed payments, constitute full compensation for the 
privileges herein granted. 

COVENANTS. This Lease and its expressed or implied covenants shall not be subject to termination, forfeiture of rights, or damages due 
to failure to comply with obligations if compliance is effectively prevented by federal, state, or local law, regulation, or decree, or the acts of God 
and/or third parties over whom Lessee has no control. 

RIGHT OF FIRST REFUSAL. If at any time within the primary term of this lease or any continuation thereof, Lessor receives any bona 
fide offer, acceptable to Lessor, to grant an additional lease ("Top Lease") covering all or part of the Leasehold, Lessee shall have the continuing 
option by meeting any such offer to acquire a Top Lease on equivalent terms and conditions. Any offer must be in writing and must set forth the 
proposed Lessee's name, bonus consideration and royalty consideration to be paid for such Top Lease, and include a copy of the lease form to be 
utilized reflecting all pertinent and relevant terms and conditions of the Top Lease. Lessee shall have fifteen (15) days after receipt from Lessor of a 
complete copy of any such offer to advise Lessor in writing of its election to enter into an oil and gas lease with Lessor on equivalent terms and 



SOQK06 9 HCEO ! US 



conditions* If Lessee fails to notify Lessor within the aforesaid fifteen (15) day period of its election to meet any such bona fide offer, Lessor shall 
have the right to accept said offer. Any Top Lease granted by Lessor in violation of this provision shall be null and void. 

ARBITRATION. In the event of a disagreement between Lessor and Lessee concerning this Lease, performance thereunder, or damages 
caused by Lessee's operations, the resolution of all such disputes shall be determined by arbitration in accordance with the rules of the American 
Arbitration Association. All fees and costs associated with the arbitration shall be borne equally by Lessor and Lessee. 

ENTIRE CONTRACT. The entire agreement between Lessor and Lessee is embodied herein. No oral warranties, representations, or 
promises have been made or relied upon by either party as an inducement to or modification of this Lease. 

TITLE CURATIVE. Lessor agrees to execute affidavits, ratifications, amendments, permits and other instruments as may be necessary to 
carry out the purpose of this lease. 

SURRENDER. Lessee, at any time, and from time to time, may surrender and cancel this Lease as to all or any part of the Leasehold by 
recording a Surrender of Lease and thereupon this Lease, and the rights and obligations of the parties hereunder, shall terminate as to the part so 
surrendered; provided, however, that upon each surrender as to any part of the Leasehold, Lessee shall have reasonable and convenient easements for 
then existing wells, pipelines, pole lines, roadways and other facilities on the lands surrendered. 

SUCCESSORS . All rights, duties, and liabilities herein benefit and bind Lessor and Lessee and their heirs, successors, and assigns. 

FORCE MAJEURE. All express or implied covenants of this Lease shall be subject to all applicable laws, rules, regulations and orders. 
When drilling, reworking, production or other operations hereunder, or Lessee's fulfillment of its obligations hereunder are prevented or delayed by 
such laws, rules, regulations or orders, or by inability to obtain necessary permits, equipment, services, material, water, electricity, fuel, access or 
easements, or by fire, flood, adverse weather conditions, war, sabotage, rebellion, insurrection, riot, strike or labor disputes, or by inability to obtain 
a satisfactory market for production or failure of purchasers or carriers to take or transport such production, or by any other cause not reasonably 
within Lessee's control, this Lease shall not terminate, in whole or in part, because of such prevention or delay, and, at Lessee's option, the period 
of such prevention or delay shall be added to the term hereof. Lessee shall not be liable in damages for breach of any express or implied covenants 
of this Lease for failure to comply therewith, if compliance is prevented by, or failure is the result of any applicable laws, rules, regulations or orders 
or operation of force majeure. 

SEVERABILITY. This Lease is intended to comply with all applicable laws, rules, regulations, ordinances and governmental orders. If 
any provision of this Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall survive 
and continue in full force and effect to the maximum extent allowed by law. If a court of competent jurisdiction holds any provision of this Lease 
invalid, void, or unenforceable under applicable law, the court shall give the provision the greatest effect possible under the law and modify the 
provision so as to conform to applicable law if that can be done in a manner which does not frustrate the purpose of this Lease. 

C OUNTERP ARTS. This Lease may be executed in one or more counterparts, each of which will be deemed to be an original copy of this 
Lease and all of which, when taken together, will be deemed to constitute one and the same agreement. 



IN WITNESS WHEREOF, Lessor hereunto sets hand and seal. 

Grantor 

J£vZ&£^^ t 



Betty Arfn Strosntder 

Witness (Seal) 

Witness r (Seal) 



CORPORATE ACKNOWLEDGMENT 



STATE OF 
COUNTY OF 



Witness ______„_______^_ (Seal) 

Document prepared by: Chesapeake Appalachia, L.L.C., 6100 N. Western Avenue, Oklahoma City, OK 731 18. 

ACKNOWLEDGMENT 

STATE OF 

COUNTY OF L//ffliU ; 

On this the if day of September , 2009, before me, the undersigned authority, person ally appeared Betty Ann Strosnider, a widow, who, being 
duly sworn according to law, depose and say that they executed the foregoing in^ ffi SjBtfor the purposes therein contained. \ , - 

rjgHS'j BJZABETHA.WENOT 

IN WITNESS WHEREOF, I hereunto set my hand and official seal.HBSS*] Htfsry Public, Stale of Oftfo ' ■'' 

\®HS§/^V Co^missidii E*p. Jan.24>2Sft y 

My Commission Expires: ^w^ J - ■ ■' 

Signature/Notary Public: ^^A^^^^i^A .: 
Name/Notary Public (print): 



On this the day of , 2009, before me, the undersigned authority, personally appeared 

, who acknowledged himself to be the of , and that he as such 

, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of 

the corporation by himself as , a corporation. pgg^ 

IN WITNESS WHEREOF, I hereunto set my hand and official seal. HARSHALL COUnty 01:04:52 PH 

InstruKnt No 127811? 

My Commission Expires: Date Recorded 11/25/2009 

Signature/Notary Public: DOCtffleflt TVP6 0£{j 

Name/Notary Public (print): P398S Recorded 3 

Book-Page 690-14? 

Recorder: Return to Chesapeake Appalachia, L.L.C., 6100 N. Western Avenue, Oklahoma City, OK 731 18. ReCOrdiTB FBB $10.00 

Additional $6,00 

STATE OF WEST VIRGINIA, MARSHALL COUNTY, SCT.: 

I, JAN PEST, Clerk of the County Commission of said County, do hereby certify that the annexed writing, bearing 

date on the ___L^ day of-u^lft^JiS^^ , clQQ^t, was presented for and by me, admitted to record in my office upon the 

above certificate as to the parties therein named this . ..day of_ 



CP* SM 6-09 



TESTE: 



.Clerk.